QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2009

OR

o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-32147

Greenhill & Co., Inc.

(Exact name of registrant as specified in its charter)

Delaware

51-0500737

(State of Incorporation)

(I.R.S. Employer Identification No.)

300 Park Avenue

New York, New York

10022

(Address of principal executive offices)

(Zip Code)

Registrants telephone number (212) 389-1500

Indicate by check mark whether the registrant (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to
submit and post such files). Yes o No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer or a small reporting company. See the definitions of large
accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act.

Large accelerated filer þ

Accelerated filer o

Non-accelerated filer o(Do not check if a smaller reporting company)

Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Exchange Act). Yes o No þ

As of October 28, 2009, there were 28,231,426 shares of the registrants common stock
outstanding.

TABLE OF CONTENTS

Page

PART I  FINANCIAL INFORMATION

Item 1.

Condensed Consolidated Financial Statements

4

Condensed Consolidated Statements of Financial Condition as of
September 30, 2009 (unaudited) and December 31, 2008

4

Condensed Consolidated Statements of Operations for the three
and nine months ended September 30, 2009 and 2008 (unaudited)

5

Condensed Consolidated Statements of Comprehensive Operations
for the three and nine months ended September 30, 2009 and 2008
(unaudited)

6

Condensed Consolidated Statements of Changes in Equity for the
nine months ended September 30, 2009 (unaudited) and year ended
December 31, 2008

Managements Discussion and Analysis of Financial Condition and
Results of Operations

23

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

37

Item 4.

Controls and Procedures

37

PART II  OTHER INFORMATION

Item 1.

Legal Proceedings

38

Item 1A.

Risk Factors

38

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

38

Item 3.

Defaults Upon Senior Securities

38

Item 4.

Submission of Matters to a Vote of Security Holders

38

Item 5.

Other Information

38

Item 6.

Exhibits

39

Signatures

S-1

Exhibits

2

AVAILABLE INFORMATION

Greenhill & Co., Inc. files current, annual and quarterly reports, proxy statements and other
information required by the Securities Exchange Act of 1934, as amended (the ''Exchange Act),
with the SEC. You may read and copy any document we file at the SECs public reference room located
at 100 F Street, N.E., Washington, D.C. 20549, U.S.A. Please call the SEC at 1-800-SEC-0330 for
further information on the public reference room. Our SEC filings are also available to the public
from the SECs internet site at http://www.sec.gov. Copies of these reports, proxy statements and
other information can also be inspected at the offices of the New York Stock Exchange, Inc., 20
Broad Street, New York, New York 10005, U.S.A.

Our public internet site is http://www.greenhill.com. We will make available free of charge
through our internet site, via a link to the SECs internet site at http://www.sec.gov, our annual
reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements
and Forms 3, 4 and 5 filed on behalf of directors and executive officers and any amendments to
those reports filed or furnished pursuant to the Exchange Act as soon as reasonably practicable
after we electronically file such material with, or furnish it to, the SEC. Also posted on our
website in the ''Corporate Governance section, and available in print upon request of any
stockholder to the Investor Relations Department, are charters for the companys Audit Committee,
Compensation Committee and Nominating and Corporate Governance Committee, our Corporate Governance
Guidelines and Code of Business Conduct and Ethics governing our directors, officers and employees.
You will need to have Adobe Acrobat Reader software installed on your computer to view these
documents, which are in PDF format.

Financial advisory fees receivable, net of
allowance for doubtful accounts of $0.0 million
and $0.3 million as of September 30, 2009 and
December 31, 2008, respectively

18,524,497

26,255,995

Other receivables

4,533,831

4,434,227

Property and equipment, net of accumulated
depreciation and amortization of $39.1 million
and $35.5 million as of September 30, 2009 and
December 31, 2008, respectively

11,783,794

12,074,207

Investments in affiliated merchant banking funds

72,885,643

73,412,898

Other investments

105,661,747

34,951,710

Due from affiliates

214,206

455,615

Goodwill

18,418,073

16,133,050

Deferred tax asset

37,862,756

33,996,719

Other assets

692,601

1,216,117

Total assets

$

329,158,598

$

265,779,193

Liabilities and Equity

Compensation payable

$

27,822,716

$

19,448,513

Accounts payable and accrued expenses

8,229,659

9,614,649

Bank loan payable

33,600,000

26,500,000

Taxes payable

15,405,661

10,149,231

Total liabilities

85,058,036

65,712,393

Common stock, par value $0.01 per share;
100,000,000 shares authorized, 33,209,828 and
32,830,423 shares issued as of September 30,
2009 and December 31, 2008, respectively;
28,230,847 and 27,981,150 shares outstanding as
of September 30, 2009 and December 31, 2008,
respectively

332,098

328,304

Restricted stock units

78,447,709

59,525,357

Additional paid-in capital

230,195,469

213,365,812

Exchangeable shares of subsidiary; 257,156
shares issued and 154,774 shares outstanding as
of September 30, 2009, and 257,156 shares
issued and 208,418 shares outstanding as of
December 31, 2008

9,240,008

12,442,555

Retained earnings

201,931,396

189,357,441

Accumulated other comprehensive income (loss)

(9,392,881

)

(17,408,714

)

Treasury stock, at cost, par value $0.01 per
share; 4,978,981 and 4,849,273 shares as of
September 30, 2009 and December 31, 2008,
respectively

Greenhill & Co., Inc., a Delaware corporation, together with its subsidiaries (collectively,
the ''Company), is an independent investment banking firm. The Company acts for clients located
throughout the world from offices located in New York, London, Frankfurt, Toronto, Tokyo, Chicago,
Dallas, Houston, Los Angeles, and San Francisco.

The Companys activities as an investment banking firm constitute a single business segment,
with two principal sources of revenue:



Financial advisory, which includes engagements relating to mergers and acquisitions,
financing advisory and restructurings, and fund placement advisory; and

G&Co is a registered broker-dealer under the Securities Exchange Act of 1934, as amended, and
is registered with the Financial Industry Regulation Authority. G&Co is engaged in the investment
banking business principally in North America.

GCE is a U.K. based holding company. GCE controls Greenhill & Co. International LLP (''GCI),
Greenhill & Co Europe LLP (''GCEI) and Greenhill Capital Partners Europe LLP (''GCPE), through
its controlling membership interests. GCI and GCEI are engaged in investment banking activities,
principally in Europe, and are subject to regulation by the U.K. Financial Services Authority
(''FSA). GCPE is also regulated by the FSA and provides investment advisory services to GCP
Europe, the Companys UK-based private equity fund that invests in a diversified portfolio of
private equity and equity related investments in mid-market companies located primarily in the
United Kingdom and Continental Europe. The majority of the investors in GCP Europe are third
parties; however, the Company and its employees have also made investments in GCP Europe.

The Company, through Greenhill & Co. Canada Ltd., a wholly-owned Canadian subsidiary of GCH,
engages in investment banking activities in Canada.

GCPLLC is an investment adviser, registered under the Investment Advisers Act of 1940
(''IAA). GCPLLC provides investment advisory services to GCP I and GCP II, our U.S. based private
equity funds that invest in a diversified portfolio of private equity and equity related
investments. The majority of the investors in GCP I and GCP II are third parties; however, the
Company and its employees have also made investments in GCP I and GCP II.

GVP is an investment adviser, registered under the IAA. GVP provides investment advisory
services to GSAVP, our venture funds that invest in early growth stage companies in the
tech-enabled and business information services industries. The majority of the investors in GSAVP
are third parties; however, the Company and its employees have also made investments in GSAVP.

GAC owns and operates an aircraft, which is used for the exclusive benefit of the Companys
employees and their immediate family members.

9

The Company owns an interest in Iridium Communications Inc. (Iridium), formerly GHL
Acquisition Corp., a blank check company (GHLAC).

These condensed consolidated financial statements are prepared in conformity with accounting
principles generally accepted (GAAP) in the United States, which require management to make
estimates and assumptions regarding future events that affect the amounts reported in the financial
statements and these footnotes, including investment valuations, compensation accruals and other
matters. Management believes that the estimates used in preparing its condensed consolidated
financial statements are reasonable and prudent. Actual results could differ materially from those
estimates. Certain reclassifications have been made to prior period information to conform to
current period presentation.

The condensed consolidated financial statements of the Company include all consolidated
accounts of Greenhill & Co., Inc. and all other entities in which the Company has a controlling
interest, including GCI, GCEI and GCPE, after eliminations of all significant inter-company
accounts and transactions. In accordance with the accounting pronouncements on the consolidation of
variable interest entities, the Company consolidates the general partners of its merchant banking
funds in which it has a majority of the economic interest. The general partners account for their
investments in their merchant banking funds under the equity method of accounting. As such, the
general partners record their proportionate shares of income (loss) from the underlying merchant
banking funds. As the merchant banking funds follow investment company accounting, and generally
record all their assets and liabilities at fair value, the general partners investment in merchant
banking funds represent an estimation of fair value. The Company does not consolidate the merchant
banking funds since the Company, through its general partner and limited partner interests, does
not have a majority of the economic interest in such funds and the limited partners have certain
rights to remove the general partner by a simple majority of unaffiliated third-party investors.

These condensed consolidated financial statements are unaudited and should be read in
conjunction with the audited consolidated financial statements and notes thereto for the year ended
December 31, 2008 filed with the Securities and Exchange Commission. The condensed consolidated
financial information as of December 31, 2008 has been derived from audited consolidated financial
statements not included herein. The results of operations for interim periods are not necessarily
indicative of results for the entire year.

Noncontrolling Interests

Effective January 1, 2009, the Company recorded the noncontrolling interests of other
consolidated entities as equity (as opposed to as a liability or mezzanine equity) in the condensed
consolidated statements of financial condition. Additionally, the condensed consolidated statements
of operations separately present income allocated to both noncontrolling interests and common
stockholders. The Company has revised its prior period presentation, as required, to conform to
this new presentation.

The portion of the consolidated interests in the general partners of our merchant banking
funds, which are held directly by employees of the Company, are represented as noncontrolling
interests in equity.

Revenue Recognition

Financial Advisory Fees

The Company recognizes financial advisory fee revenue for mergers and acquisitions or
financing advisory and restructuring engagements when the services related to the underlying
transactions are completed in accordance with the terms of its engagement letters. The Company
recognizes fund placement advisory fees at the time of the clients acceptance of capital or
capital commitments in accordance with the terms of the engagement letter. Retainer fees are
recognized as financial advisory fee revenue over the period in which the related service is
rendered.

10

The Companys clients reimburse certain expenses incurred by the Company in the conduct of
financial advisory engagements. Expenses are reported net of such client reimbursements. Client
reimbursements
totaled $1.2 million and $1.3 million for the three months ended September 30, 2009 and 2008,
respectively and $2.7 million and $3.2 million for the nine months ended September 30, 2009 and
2008, respectively.

Management fees earned from the Companys merchant banking activities are recognized over the
period of related service.

The Company recognizes revenue on investments in its merchant banking funds based on its
allocable share of realized and unrealized gains (or losses) reported by such funds. Investments
held by merchant banking funds and certain other investments are recorded at estimated fair value.
The value of merchant banking fund investments in privately held companies is determined by the
general partner of the fund after giving consideration to the cost of the security, the pricing of
other sales of securities by the portfolio company, the price of securities of other companies
comparable to the portfolio company, purchase multiples paid in other comparable third-party
transactions, the original purchase price multiple, market conditions, liquidity, operating results
and other qualitative and quantitative factors. Discounts may be applied to the funds privately
held investments to reflect the lack of liquidity and other transfer restrictions. Investments in
publicly traded securities are valued using quoted market prices discounted for any legal or
contractual restrictions on sale. Because of the inherent uncertainty of valuations as well as the
discounts applied, the estimated fair values of investments in privately held companies may differ
significantly from the values that would have been used had a ready market for the securities
existed. The values at which the Companys investments are carried on its books are adjusted to
estimated fair value at the end of each quarter and the volatility in general economic conditions,
stock markets and commodity prices may result in significant changes in the estimated fair value of
the investments.

The Company recognizes merchant banking profit overrides when certain financial returns are
achieved over the life of the fund. Profit overrides are generally calculated as a percentage of
the profits over a specified threshold earned by each fund on investments managed on behalf of
unaffiliated investors in GCP I and principally all investors except the Company in GCP II, GCP
Europe and GSAVP. The profit overrides earned by the Company are recognized on an accrual basis
throughout the year. In accordance with the guidance for accounting for formula based fees the
Company records as revenue the amount that would be due pursuant to the fund agreements at each
period end as if the fund agreements were terminated at that date. Overrides are generally
calculated on a deal-by-deal basis but are subject to investment performance over the life of each
merchant banking fund. We may be required to repay a portion of the overrides paid to the limited
partners of the funds in the event a minimum performance level is not achieved by the fund as a
whole (we refer to these potential repayments as ''clawbacks). We would be required to establish
a reserve for potential clawbacks if we were to determine the likelihood of a clawback is probable
and the amount of the clawback can be reasonably estimated. As of September 30, 2009, the Company
has not reserved for any clawback obligations under applicable fund agreements. See ''Note 3 
Investments for further discussion of the merchant banking revenues recognized.

Investments

The Companys investments in merchant banking funds are recorded under the equity method of
accounting based upon the Companys proportionate share of the fair value of the underlying
merchant banking funds net assets. The Companys other
investments, taking into consideration the Companys
influence or control of the investee, are recorded under the equity method of accounting based upon
the Companys proportionate share of the investees net assets, or at estimated fair value.

11

Financial Advisory Fees Receivables

Receivables are stated net of an allowance for doubtful accounts. The estimate for the
allowance for doubtful accounts is derived by the Company by utilizing past client transaction
history and an assessment
of the clients creditworthiness. The Company released its bad debt expense previously recorded of
$0.3 million during the nine months ended September 30, 2009. No bad debt expense was recorded for
the nine months ended September 30, 2008.

Restricted Stock Units

The Company accounts for its share-based compensation payments under which the fair value of
restricted stock units granted to employees with future service requirements is recorded as
compensation expense and generally amortized over a five-year service period following the date of
grant. Compensation expense is determined at the date of grant. As the Company expenses the awards,
the restricted stock units recognized are recorded within equity. The restricted stock units are
reclassed into common stock and additional paid-in capital upon vesting. The Company records
dividend equivalent payments, net of estimated forfeitures, on outstanding restricted stock units
as a dividend payment and a charge to equity.

Earnings per Share

The Company calculates basic earnings per share (''EPS) by dividing net income allocated to
common stockholders by the weighted average number of shares outstanding for the period. Diluted
EPS includes the determinants of basic EPS plus the dilutive effect of the common stock deliverable
pursuant to restricted stock units for which future service is required as a condition to the
delivery of the underlying common stock.

Effective on January 1, 2009, the Company adopted the accounting guidance for determining
whether instruments granted in share-based payment transactions are participating securities. Under
that guidance the Company evaluated whether instruments granted in share-based payment transactions
are participating securities prior to vesting and therefore need to be included in the earnings
allocation in calculating EPS. Additionally, the two-class method requires unvested share-based
payment awards that have non-forfeitable rights to dividend or dividend equivalents to be treated
as a separate class of securities in calculating earnings per share. The adoption of this
pronouncement did not have a material effect in calculating earnings per share.

Foreign Currency Translation

Foreign currency assets and liabilities have been translated at rates of exchange prevailing
at the end of the periods presented in accordance with the accounting guidance for foreign currency
translation. Income and expenses transacted in foreign currency have been translated at average
monthly exchange rates during the period. Translation gains and losses are included in the foreign
currency translation adjustment included as a component of other comprehensive income (loss) in the
condensed consolidated statement of changes in stockholders equity. Foreign currency transaction
gains and losses are included in the condensed consolidated statement of operations.

Goodwill

Goodwill is the cost in excess of the fair value of identifiable net assets at acquisition
date. The Company tests its goodwill for impairment at least annually. An impairment loss is
triggered if the estimated fair value of an operating business is less than estimated net book
value. Such loss is calculated as the difference between the estimated fair value of goodwill and
its carrying value. Goodwill is translated at the rate of exchange prevailing at the end of the
periods.

Property and Equipment

Property and equipment is stated at cost less accumulated depreciation and amortization.
Depreciation is computed by the straight-line method over the life of the assets. Amortization of
leasehold improvements is computed by the straight-line method over the lesser of the life of the
asset or the term of the lease. Estimated useful lives of the Companys assets are generally as
follows:

12

Equipment  5 years

Furniture and fixtures  7 years

Leasehold improvements  the lesser of 10 years or the remaining lease term

Provision for Taxes

The Company accounts for taxes in accordance with the Financial Accounting Standards Board
(FASB) Accounting Standards Codification (ASC), Income Taxes (Topic 740), which requires the
recognition of tax benefits or expenses on the temporary differences between the financial
reporting and tax bases of its assets and liabilities.

Cash Equivalents

The Company considers all highly liquid investments with a maturity date of three months or
less, when purchased, to be cash equivalents. At September 30, 2009 and December 31, 2008, the
carrying value of the Companys cash equivalents amounted to $41.2 million and $53.3 million
respectively, which approximated fair value. Cash equivalents primarily consist of money market
funds and overnight deposits.

The Company maintains its cash and cash equivalents with financial institutions with high
credit ratings. The Company maintains deposits in federally insured financial institutions in
excess of federally insured (FDIC) limits and in institutions in which deposits are not insured.
However, management believes that the Company is not exposed to significant credit risk due to the
financial position of the depository institutions in which those deposits are held.

Financial Instruments and Fair Value

The Company adopted the provisions of FASB ASC, Fair Value Measurements and Disclosures
(Topic 820), as of January 1, 2008. FASB ASC Topic 820 establishes a fair value hierarchy that
prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the
highest priority to unadjusted quoted prices in active markets for identical assets or liabilities
(level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The
three levels of the fair value hierarchy under the pronouncement are described below:

Basis of Fair Value Measurement

Level 1  Unadjusted quoted prices in active markets that are accessible at the measurement
date for identical, unrestricted assets or liabilities;

Level 2  Quoted prices in markets that are not active or financial instruments for which all
significant inputs are observable, either directly or indirectly;

Level 3  Prices or valuations that require inputs that are both significant to the fair value
measurement and unobservable.

A financial instruments level within the fair value hierarchy is based on the lowest level of
any input that is significant to the fair value measurement. In determining the appropriate levels,
the Company performs a detailed analysis of the assets and liabilities that are subject to FASB ASC
Topic 820. At each reporting period, all assets and liabilities for which the fair value
measurement is based on significant unobservable inputs or instruments which trade infrequently and
therefore have little or no price transparency are classified as Level 3.

Derivative Instruments

The Company accounts for warrants under the guidance for accounting for derivative instruments
and hedging activities. In accordance with that guidance the Company records warrants at estimated
fair value in the condensed consolidated statement of financial condition with changes in estimated
fair value during the period recorded in merchant banking revenue in the condensed consolidated
statement of operations.

13

Accounting Developments

In May 2009, the FASB issued a new standard that provides guidance on managements assessment
of subsequent events. The standard is effective prospectively for interim and annual periods ending
after June 15, 2009. The implementation of this standard did not have a material impact on our
consolidated financial position and results of operations. See Note 11  Subsequent Events for
required disclosure.

In June 2009, the FASB issued an amendment to the accounting and disclosure requirements for
the consolidation of variable interest entities. The guidance affects the overall consolidation
analysis and requires enhanced disclosures on involvement with variable interest entities. The
guidance is effective for fiscal years beginning after November 15, 2009. The Company is currently
assessing the impact of the guidance on its condensed consolidated financial statements.

In June 2009, the FASB issued ASU No. 2009-01, Topic 105  Generally Accepted Accounting
Principles  amendments based on Statement of Financial Accounting Standards No. 168  The FASB
Accounting Standards CodificationTM and the Hierarchy of Generally Accepted Accounting
Principles. This Accounting Standards Update amends the FASB Accounting Standards Codification for
the issuance of FASB Statement No. 168, including the accounting standards update instructions
contained in Appendix B of the Statement. The FASB will no longer issue new standards in the form
of Statements, FASB Staff Positions, or Emerging Issues Task Force Abstracts; instead the FASB will
issue Accounting Standards Updates. Accounting Standards Updates will not be authoritative in their
own right as they will only serve to update the Codification. These changes and the Codification
itself do not change GAAP. Other than the manner in which new accounting guidance is referenced,
the adoption of these changes had no impact on the condensed consolidated financial statements.

In September 2009, the FASB issued ASU No. 2009-12, Fair Value Measurements and Disclosures
(Topic 820), Investments in Certain Entities that Calculate Net Asset Value per Share (or Its
Equivalent). This Accounting Standards Update amends Subtopic 820-10, Fair Value Measurements and
Disclosures and provides guidance on the fair value measurement of investments in certain entities
that calculate net asset value per share (or its equivalent). The Company is currently assessing
the impact of the guidance on its condensed consolidated financial statements.

In October 2009, the FASB issued amendments to the accounting and disclosure for revenue
recognition. These amendments, effective for fiscal years beginning on or after June 15, 2010
(early adoption is permitted), modify the criteria for recognizing revenue in multiple element
arrangements and the scope of what constitutes a non-software deliverable. The Company is currently
assessing the impact of the guidance on its condensed consolidated financial statements.

Note 3  Investments

Affiliated Merchant Banking Investments

The Company invests in merchant banking funds for which it also acts as the managing general
partner. In addition to recording its direct investments in the funds, the Company consolidates
each general partner in which it has a majority of the economic interest.

The Companys management fee income consists of fees paid by its merchant banking funds and
other transaction fees paid by the portfolio companies.

Investment gains or losses from the merchant banking activities are comprised of investment
income, realized and unrealized gains from the Companys investment in the Greenhill Funds, and the
consolidated earnings of the general partner in which it has a majority economic interest, offset
by allocated expenses of the funds. That portion of the earnings of the general partner which is
held by employees and former employees of the Company is recorded as net income (loss) allocated to
noncontrolling interests.

As the managing general partner, the Company makes investment decisions for the Greenhill
Funds and is entitled to receive an override of the profits realized from the funds. The Company
includes in consolidated merchant banking revenue all realized and unrealized profit overrides it
earns from the

14

Greenhill Funds. This includes profit overrides of the managing general partner of
GCP I with respect to all investments it made after January 1, 2004 and the profit overrides of the general partners of
GCP II, GCP Europe and GSAVP for all investments. From an economic perspective, profit overrides in
respect of all merchant banking investments made after January 1, 2004 are allocated 50% to the
Company and 50% to employees of the Company. In addition, the Company also includes in merchant
banking revenue its portion and certain employees portion of the profit overrides of GCP I with
respect to investments made prior to January 1, 2004. The economic share of the profit overrides
allocated to the employees of the Company is recorded as compensation expense.

The Companys merchant banking and other revenues, by source, is as follows:

Other realized and unrealized investment income (loss) for the three and nine months ended
September 30, 2009 includes an unrealized investment gain on Iridium of approximately $66.0 million
and $69.0 million, respectively.

The carrying value of the Companys investments in affiliated merchant banking funds are as
follows:

As of

September 30,

As of

2009

December 31,

(unaudited)

2008

(in thousands)

Investment in GCP I

$

4,808

$

8,469

Investment in GCP II

51,842

55,852

Investment in GSAVP

3,517

2,730

Investment in GCPE

12,719

6,362

Total investments in affiliated merchant banking funds

$

72,886

$

73,413

At September 30, 2009 and December 31, 2008, the investment in GCP I included $0.4 million and
$0.5 million, respectively, related to the noncontrolling interests in the managing general partner
of GCP I held directly by various employees of the Company. At September 30, 2009 and December 31,
2008, the investment in GCP II included $1.2 million and $1.3 million, respectively, related to the
noncontrolling interests in the general partner of GCP II held directly by various employees of the
Company. At September 30, 2009 and December 31, 2008, $0.7 million and $0.8 million, respectively,
of the Companys compensation payable related to profit overrides for unrealized gains of the
Greenhill Funds. This amount may increase or decrease depending on the change in the fair value of
the Greenhill Funds portfolio and is payable, subject to clawback, at the time the funds realize
cash proceeds.

At September 30, 2009, the Company had unfunded commitments of $47.1 million to the Greenhill
Funds. These commitments are expected to be drawn on from time to time over a period of up to five
years from the relevant commitment date of each fund. The commitments to GCP I expired on March 31,
2007. At September 30, 2009, the Company had unfunded commitments to GCP II of $16.1 million which
may be funded through June 2010, unfunded commitments to GSAVP of $5.8 million which may be funded
through September 2011, and unfunded commitments to GCP Europe of approximately $25.2 million which
may be funded through December 2012.

15

Summarized financial information for the combined GCP I funds, in their entirety, is as follows:

As of

September 30,

As of

2009

December 31,

(unaudited)

2008

(in thousands)

Cash

$

4,851

$

14,736

Portfolio investments

26,484

55,970

Total assets

31,336

70,716

Total liabilities

461

2,310

Partners capital

30,875

68,406

For the Three Months

For the Nine Months

Ended September 30,

Ended September 30,

2009

2008

2009

2008

(in thousands, unaudited)

Net realized and unrealized gains on investments

$

323

$

(48,242

)

$

4,868

$

(30,049

)

Investment income

1

86

22

721

Expenses

(103

)

(125

)

(431

)

(508

)

Net income (loss)

$

221

$

(48,281

)

$

4,459

$

(29,836

)

Summarized financial information for the combined GCP II funds, in their entirety, is as follows:

As of

September 30,

As of

2009

December 31,

(unaudited)

2008

(in thousands)

Cash

$

5,247

$

4,393

Portfolio investments

490,734

528,178

Total assets

499,662

533,123

Total liabilities

471

856

Partners capital

499,191

532,267

For the Three Months

For the Nine Months

Ended September 30,

Ended September 30,

2009

2008

2009

2008

(in thousands, unaudited)

Net realized and unrealized gains (losses) on investments

$

44,251

$

(198,122

)

$

(19,405

)

$

12,303

Investment income

688

4,682

5,262

20,223

Expenses

(3,076

)

(3,230

)

(7,389

)

(10,330

)

Net income (loss)

$

41,863

$

(196,670

)

$

(21,532

)

$

22,196

Other Investments

The Company has other principal investments including investments in Iridium, other merchant
banking funds and other investment vehicles. The Companys other investments are as follows:

As of

September 30,

As of

2009

December 31,

(unaudited)

2008

(in thousands)

Iridium
Common Stock (formerly GHLAC Common Stock)

$

71,148

$

21

Iridium $11.50 Warrants

11,135



GHLAC Warrants



8,295

Iridium 5% Convertible Note

20,429

22,900

Barrow Street Capital III, LLC

2,950

3,736

Total other investments

$

105,662

$

34,952

16

In February 2008 the Company completed the initial public offering of units in its subsidiary,
GHLAC. Each unit consisted of one share of GHLACs common stock (GHLAC Common Stock) and one
warrant (the Founder Warrants). At the time of the public offering the Company purchased private
placement warrants for a purchase price of $8,000,000 (the GHLAC Private Placement Warrants,
together with the Founder Warrants, the ''GHLAC Warrants). In October 2008 GCE invested $22.9
million in Iridium Holdings LLC in the form of a convertible subordinated note (the Iridium 5%
Convertible Note), which is unsecured, accrues interest at the rate of 5% per annum starting six
months after the date of issuance and matures on October 24, 2015. The Iridium 5% Convertible Note
is convertible at the Companys option, into Class A units of Iridium Holdings LLC. In September
2009 GHLAC completed its acquisition of Iridium Holdings LLC. The combined company was renamed
Iridium Communications Inc.

Prior
to the completion of the acquisition of Iridium by GHLAC, the Companys fully diluted ownership in GHLAC was
approximately 17%. Effective upon the closing of the acquisition of Iridium by GHLAC, the Company
agreed to (1) forfeit 1,441,176 GHLAC common shares, (2) forfeit 8,369,563 Founder Warrants, (3)
forfeit 4,000,000 GHLAC Private Placement Warrants, and (4) exchange 4,000,000 GHLAC Private
Placement Warrants for restructured warrants with a strike price of $11.50 and an expiration date
of February 15, 2015. Upon completion of the acquisition of Iridium by GHLAC, the Companys fully diluted ownership in
Iridium is approximately 12%.

At September 30, 2009 the Company owned 6,928,387 common shares of Iridium (Iridium Common
Stock) and warrants to purchase 4,000,000 additional shares of Iridium Common Stock at $11.50 per
share (Iridium $11.50 Warrants). In addition, the Company held the Iridium 5% Convertible Note,
which was convertible into 1,946,471 common shares of Iridium plus accrued interest. Both the
Iridium Common Stock and the Iridium $11.50 Warrants are restricted from sale for one year from the
acquisition date of Iridium Holdings LLC (or six months in the case of a registered offering).

At September 30, 2009, the carrying value of the investment in Iridium Common Stock (NASDAQ:
IRDM) was valued at its closing quoted market price discounted for legal and contractual
restrictions on the sale of securities held by the Company. Prior to the acquisition of Iridium, the value of GHLAC Common Stock was accounted for under the equity method.

The Company has used an internally developed model to value the Iridium $11.50 Warrants and
the GHLAC Warrants, which takes into account various standard option valuation methodologies,
including Black Scholes modeling. Selected inputs for the Companys model include: (1) the terms of
the warrants, including exercise price, exercisability threshold (where applicable) and expiration
date; (2) externally observable factors including yields on U.S. Treasury obligations and various
equity volatility measures, including historical volatility of broad market indices; and (3) for
purposes of the GHLAC Warrants internal estimates, including the Companys weighted average cost of
capital and the probability of a GHLAC acquisition closing.

At September 30, 2009 the value of the Iridium 5% Convertible Note was determined based upon
its conversion value into Iridium Common Stock discounted for legal and contractual restrictions on
sale. Prior to the acquisition of Iridium Holdings LLC, the Company determined the value of the
Iridium 5% Convertible Note based upon Iridiums financial position, liquidity, operating results
and the terms of the note and other qualitative and quantitative factors.

The Company committed $5.0 million to Barrow Street Capital III, LLC (''Barrow Street III),
a real estate investment fund, of which $0.5 million remains unfunded at September 30, 2009. The
unfunded amount may be called at any time prior to the expiration of the fund in 2013 to preserve
or enhance the value of existing investments.

Fair Value Hierarchy

The following tables set forth by level assets and liabilities measured at fair value on a
recurring basis. Assets and liabilities are classified in their entirety based on the lowest level
of input that is significant to the fair value measurement.

17

Assets Measured at Fair Value on a Recurring Basis as of September 30, 2009

Quoted Prices in

Active Markets

Significant Other

Significant

Balance as of

for

Observable

Unobservable

September

Identical Assets

Inputs

Inputs

30,

(Level 1)

(Level 2)

(Level 3)

2009

(in thousands, unaudited)

Assets

Iridium Common Stock

$



$

71,148

$



$

71,148

Iridium $11.50 Warrants





11,135

11,135

Iridium 5% Convertible Note





20,429

20,429

Total investments

$



$

71,148

$

31,564

$

102,712

Assets Measured at Fair Value on a Recurring Basis as of December 31, 2008

Quoted Prices in

Active Markets

Significant Other

Significant

for

Observable

Unobservable

Balance as of

Identical Assets

Inputs

Inputs

December 31,

(Level 1)

(Level 2)

(Level 3)

2008

(in thousands, unaudited)

Assets

Iridium 5% Convertible Note

$



$



$

22,900

$

22,900

GHLAC Warrants1





8,295

8,295

Total investments

$



$



$

31,195

$

31,195

Level 3 Gains and Losses

The following tables set forth a summary of changes in the fair value of the Companys level 3
investments for the three months ended September 30, 2009 and 2008, respectively.

Purchases,

Sales, Other

Beginning

Settlements

Net

Ending

Balance

Realized

Unrealized

and

Transfers

Balance

July 1,

Gains

Gains or

Issuances,

in and/or

September 30,

2009

or (Losses)

(Losses)

net

out of Level 3

2009

(in thousands, unaudited)

Assets

Iridium $11.50 Warrants

$



$



$



$

11,135

$



$

11,135

Iridium 5% Convertible
Note

22,900



(2,471

)





20,429

GHLAC Warrants1

13,749





(13,749

)





Total investments

$

36,649

$



$

(2,471

)

$

(2,614

)

$



$

31,564

Purchases,

Sales, Other

Beginning

Settlements

Net

Ending

Balance

Realized

Unrealized

and

Transfers

Balance

July 1,

Gains

Gains or

Issuances,

in and/or

September 30,

2008

or (Losses)

(Losses)

net

out of Level 3

2008

(in thousands, unaudited)

Assets

GHLAC Warrants1

$

9,389

$



$

(538

)

$



$



$

8,851

Total investments

$

9,389

$



$

(538

)

$



$



$

8,851

1

The GHLAC Warrants consist of the Founder
Warrants and the GHLAC Private Placement Warrants.

18

The following tables set forth a summary of changes in the fair value of the Companys level 3
investments for the nine months ended September 30, 2009 and 2008, respectively.

Purchases,

Sales, Other

Beginning

Settlements

Net

Ending

Balance

Realized

Unrealized

and

Transfers

Balance

January 1,

Gains

Gains or

Issuances,

in and/or

September 30,

2009

or (Losses)

(Losses)

net

out of Level 3

2009

(in thousands, unaudited)

Assets

Iridium $11.50 Warrants

$



$



$



$

11,135

$



$

11,135

Iridium 5% Convertible
Note

22,900



(2,471

)





20,429

GHLAC Warrants1

8,295



5,454

(13,749

)





Total investments

$

31,195

$



$

2,983

$

(2,614

)

$



$

31,564

Purchases,

Sales, Other

Beginning

Settlements

Net

Ending

Balance

Realized

Unrealized

and

Transfers

Balance

January 1,

Gains

Gains or

Issuances,

in and/or

September 30,

2008

or (Losses)

(Losses)

net

out of Level 3

2008

(in thousands, unaudited)

Assets

Tammac Holdings Corp.

$

2,000

$



$

(2,000

)

$



$



$



GHLAC Warrants1





826

8,025



8,851

Total investments

$

2,000

$



$

(1,174

)

$

8,025

$



$

8,851

The reduction in the fair value of the GHLAC Warrants included within the level 3 hierarchy
and the subsequent addition of the Iridium $11.50 Warrants, resulted from the Companys forfeiture
of 8,369,563 Founder Warrants and 4,000,00 GHLAC Private Placement Warrants, and the exchange of
4,000,000 GHLAC Private Placement Warrants for the Iridium $11.50 Warrants.

The investment in Tammac Holdings Corp was in the form of a note, with an 8% interest rate and
a maturity date of November 2009. Tammac Holdings Corp was a GCP I portfolio company. During the
second quarter of 2008, the Company wrote down the value of its investment in Tammac Holdings Corp
and recorded an unrealized loss of $2.0 million.

Note 4  Related Parties

At September 30, 2009 and December 31, 2008, the Company had receivables of $0.2 million and
$0.5 million, respectively, due from the Greenhill Funds relating to expense reimbursements, which
are included in due from affiliates.

Included in accounts payable and accrued expenses are $0.3 million at September 30, 2009 and
December 31, 2008 in interest payable on the undistributed earnings to the U.K. members of GCI.

Note 5  Revolving Bank Loan Facility

The Company has a $90.0 million revolving loan facility from a U.S. banking institution to
provide for working capital needs, facilitate the funding of investments and other general
corporate purposes. The revolving loan facility is secured by all management fees earned by GCPLLC
and GVP and any cash distributed to GCPLLC or GVP in respect of its partnership interests in GCPI
and GCPII or GSAVP, respectively. Interest on borrowings is based on the higher of Prime Rate or
4.00% and is payable monthly. The revolving loan facility matures on December 31, 2009. In
addition, the Company must comply with certain financial and liquidity covenants. The weighted
average daily borrowings outstanding under the loan facility during the nine months ended September
30, 2009 and 2008 was approximately $31.8 million and

19

$75.2 million, respectively. The weighted average interest rates for the nine months
periods ended September 30, 2009 and 2008 were 4.00% and 4.39%, respectively.

Note 6 Equity

Beginning January 2009, noncontrolling interests are included in equity as opposed to a
liability or mezzanine equity. The Company has revised prior year presentation, as required, to
conform to this new presentation.

On September 16, 2009, a dividend of $0.45 per share was paid to shareholders of record on
September 2, 2009. During the nine months ended September 30, 2009 and 2008, dividend equivalents
of $3.4 million and $2.6 million, respectively, were paid on the restricted stock units that are
expected to vest.

During the nine months ended September 30, 2009, 322,641 restricted stock units vested and
were issued as common stock of which the Company is deemed to have repurchased 129,708 shares at an
average price of $68.53 per share in conjunction with the payment of tax liabilities in respect of
stock delivered to its employees in settlement of restricted stock units.

During the nine months ended September 30, 2008, 284,768 restricted stock units vested and
were issued as common stock of which the Company is deemed to have repurchased 102,492 shares at an
average price of $64.44 per share in conjunction with the payment of tax liabilities in respect of
stock delivered to its employees in settlement of restricted stock units. In addition, during the
nine months ended September 30, 2008, the Company repurchased in open market transactions 240,880
shares of its common stock at an average price of $62.27.

Note 7  Earnings Per Share

The computations of basic and diluted EPS are set forth below:

For the Three Months

For the Nine Months

Ended September 30,

Ended September 30,

2009

2008

2009

2008

(in thousands, except per share amounts, unaudited)

Numerator for basic and diluted EPS  net income
(loss) allocated to common stockholders

$

30,044

$

(11,688

)

$

54,235

$

36,442

Denominator for basic EPS  weighted average number of shares

29,663

27,893

29,589

27,945

Add  dilutive effect of:

Weighted average number of incremental shares issuable from
restricted stock units

125



84

56

Denominator for diluted EPS  weighted average number of
shares and dilutive potential shares

29,788

27,893

29,673

28,001

Earnings (loss) per share:

Basic

$

1.01

$

(0.42

)

$

1.83

$

1.30

Diluted

$

1.01

$

(0.42

)

$

1.83

$

1.30

Note 8  Income Taxes

The Companys effective rate will vary depending on the source of the income. Investment and
certain foreign sourced income are taxed at a lower effective rate than U.S. trade or business
income.

Based on the Companys historical taxable income and its expectation for taxable income in the
future, management expects that the deferred tax asset, which relates principally to compensation
expense deducted for book purposes but not yet deducted for tax purposes, will be realized as
offsets to deferred tax liabilities and as offsets to the tax consequences of future taxable
income.

Any gain or loss resulting from the translation of deferred taxes for foreign affiliates is
included in the foreign currency translation adjustment incorporated as a component of other
comprehensive income, net of tax, in the condensed consolidated statement of changes in equity.

20

The Company performed a tax analysis for the three and nine month periods ended September 30,
2009 and 2008, and determined that there was no requirement to accrue any liabilities for those
particular periods.

Note 9  Regulatory Requirements

Certain subsidiaries of the Company are subject to various regulatory requirements in the
United States and United Kingdom, which specify, among other requirements, minimum net capital
requirements for registered broker-dealers.

G&Co is subject to the Securities and Exchange Commissions Uniform Net Capital requirements
under Rule 15c3-1 (the Rule), which specifies, among other requirements, minimum net capital
requirements for registered broker-dealers. The Rule requires G&Co to maintain a minimum net
capital of the greater of $5,000 or 1/15 of aggregate indebtedness, as defined in the Rule. As of
September 30, 2009, G&Cos net capital was $11.1 million, which exceeded its requirement by $9.8
million. G&Cos aggregate indebtedness to net capital ratio was 1.80 to 1 at September 30, 2009.
Certain advances, distributions and other capital withdrawals of G&Co are subject to certain
notifications and restrictive provisions of the Rule.

GCI, GCEI and GCPE are subject to capital requirements of the FSA. As of September 30, 2009,
each of GCI, GCEI and GCPE was in compliance with its local capital adequacy requirements.

Note 10  Business Information

The Companys activities as an investment banking firm constitute a single business segment,
with two principal sources of revenue:



Financial advisory, which includes engagements relating to mergers and acquisitions,
financing advisory and restructuring, and fund placement services; and



Merchant banking, which includes the management of outside capital invested in the
Greenhill Funds and the Companys principal investments in such funds and other
investments.

The following provides a breakdown of our aggregate revenues by source for the three and nine
month periods ended September 30, 2009 and 2008, respectively:

For the Three Months Ended

September 30, 2009

September 30, 2008

Amount

% of Total

Amount

% of Total

(in millions, unaudited)

Financial advisory fees

$

42.4

36

%

$

37.0

NM

Merchant banking and other revenues

73.9

64

%

(51.9

)

NM

Total revenues

$

116.3

100

%

$

(14.9

)

100

%

For the Nine Months Ended

September 30, 2009

September 30, 2008

Amount

% of Total

Amount

% of Total

(in millions, unaudited)

Financial advisory fees

$

153.0

66

%

$

156.3

92

%

Merchant banking and other revenues

79.2

34

%

12.8

8

%

Total revenues

$

232.2

100

%

$

169.1

100

%

The Companys financial advisory and merchant banking activities are closely aligned and have
similar economic characteristics. A similar network of business and other relationships upon which
the Company relies for financial advisory opportunities also generate merchant banking
opportunities. Generally, the Companys professionals and employees are treated as a common pool of
available resources and the related compensation and other Company costs are not directly
attributable to either particular revenue source. In reporting to management, the Company
distinguishes the sources of its investment banking revenues between financial advisory and
merchant banking. However, management does not evaluate other financial data or operating results
such as operating expenses, profit and loss or assets by its financial advisory and merchant
banking activities.

21

Note 11  Subsequent Events

On October 21, 2009, the Board of Directors of the Company declared a quarterly dividend of
$0.45 per share. The dividend will be payable on December 16, 2009 to the common stockholders of
record on December 2, 2009.

Effective October 24, 2009, the Company exercised its option to convert the Iridium 5%
Convertible Note into 1,995,629 shares of Iridium Common Stock. Under terms of the note, unless the
Company exercised its right to convert prior to October 24, 2009, the right to convert the note
would have irrevocably terminated and the principal amount of the note plus interest accrued from
the commencement of the interest accrual period would have been due in full on October 24, 2015.

On October 28, 2009, the Company announced that it had agreed to sell to Robert H. Niehaus (or
an entity to be formed by him which we refer to as NewCo) the right to raise subsequent merchant
banking funds, the right to use the track record for the GCP Funds, and portions of the partnership
interests entitled to carried interest allocations for a purchase price of $25.0 million, payable
principally in Greenhill common stock. The Company also agreed to grant NewCo an exclusive license
to use the name Greenhill Capital Partners in connection with certain successor funds to the GCP
Funds. Mr. Niehaus is an executive officer of the Company and the Chairman of Greenhill Capital
Partners. The transaction is expected to close in the fourth quarter of 2009.

The Company has evaluated subsequent events through October 30, 2009, the date as of which the
financial statements are being issued.

22

Item 2.

Managements Discussion and Analysis of Financial Condition and Results of Operations

In this Managements Discussion and Analysis of Financial Condition and Results of Operations,
we, our, firm and us refer to Greenhill & Co., Inc.

Cautionary Statement Concerning Forward-Looking Statements

The following discussion should be read in conjunction with our condensed consolidated
financial statements and the related notes that appear elsewhere in this report. We have made
statements in this discussion that are forward-looking statements. In some cases, you can identify
these statements by forward-looking words such as may, might, will, should,
expect, plan, anticipate, believe, estimate, predict, potential or
continue, the negative of these terms and other comparable terminology. These forward-looking
statements, which are subject to risks, uncertainties and assumptions about us, may include
projections of our future financial performance, based on our growth strategies and anticipated
trends in our business. These statements are only predictions based on our current expectations and
projections about future events. There are important factors that could cause our actual results,
level of activity, performance or achievements to differ materially from the results, level of
activity, performance or achievements expressed or implied by the forward-looking statements. These
factors include, but are not limited to, those discussed in our Report on Form 10-K under the
caption Risk Factors and any updates to such risks discussed in subsequently filed quarterly
reports on Form 10-Q.

Although we believe the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, level of activity, performance or achievements. You
should not rely upon forward-looking statements as predictions of future events. We are under no
duty to update any of these forward-looking statements after the date hereof.

Overview

Greenhill is an independent investment banking firm that (i) provides financial advice on
significant mergers, acquisitions, restructurings and similar corporate finance matters as well as
fund placement services for private equity and other financial sponsors and (ii) manages merchant
banking funds and similar vehicles and commits capital to those funds and vehicles. We act for
clients located throughout the world from offices in New York, London, Frankfurt, Toronto, Tokyo,
Chicago, Dallas, Houston, Los Angeles, and San Francisco. Our activities constitute a single
business segment with two principal sources of revenue:



Financial advisory, which includes engagements relating to mergers and acquisitions,
financing advisory and restructuring, and fund placement advisory; and

Historically, our financial advisory business has accounted for the majority of our revenues,
and we expect that to remain so. There have been periods such as third quarter of 2009, the second
quarter of 2008 and the first quarter of 2006, in which the revenues of our merchant banking
business have outweighed our financial advisory revenues. Since our initial public offering our
financial advisory business has generated 80% of total revenues and our merchant banking and other
business has generated 20% of our total revenues.

The main driver of the financial advisory business is overall mergers and acquisitions, or
M&A, and restructuring volume, particularly in the industry sectors and geographic markets in which
we focus. We have recruited and plan to continue to recruit new managing directors to expand our
industry sector and geographic coverage. We expect these hires will, over time, add incrementally
to our revenue and income growth potential. In 2009 we have announced the recruitment of fourteen
Managing Directors who bring

23

us additional sector expertise in Financial Services, Infrastructure, Insurance, Energy, Consumer
and Retail, and Gaming and Lodging. We opened an office in Los Angeles in the second quarter and an
office in Houston in the third quarter.

The principal drivers of our merchant banking revenues are management fees paid by the
Greenhill funds and realized and unrealized gains on investments and profit overrides, the size and
timing of which are tied to a number of different factors including the performance of the
particular companies in which we invest, general economic conditions in the debt and equity markets
and other factors which affect the industries in which we invest, such as commodity prices.
Presently, we have three merchant banking funds which are actively investing and we have assets
under management in those funds of $1.3 billion. The amount of profit override we recognize will
depend upon the underlying fair value of each portfolio company and is subject to volatility based
upon the factors mentioned above. Profit overrides are generally calculated as a percentage of
profits over a specified threshold earned by such fund on investments of each fund. At September
30, 2009, the net internal rate of return of each of GCP II, GCP Europe and GSAVP was negative.
Unless we have significant gains in the portfolio companies in each fund it is not likely in the
near-term that we will exceed the profit threshold for each fund and recognize profit override
revenue.

In 2007, we formed GHL Acquisition Corp. (GHLAC), a special purpose acquisition company,
which completed an initial public offering in early 2008. Prior to the completion of the
acquisition of Iridium and the related equity offering by GHLAC, the firm owned approximately 17% of GHLAC.
On September 29, 2009, the firm announced that GHLAC completed its acquisition of Iridium Holdings
LLC. The combined company has been renamed Iridium Communications Inc. (NASDAQ: IRDM, IRDMW, IRDMU,
IRDMZ) (Iridium). Following the planned conversion of the
firms convertible note in Iridium in the fourth quarter 2009, the firm will own 8,924,016 shares of Iridium common stock
and warrants to purchase 4,000,000 additional shares of common stock of Iridium at $11.50 per
share, each of which are restricted from sale for one year from the acquisition date (or six months
in the case of a registered offering). Upon completion of the
acquisition of Iridium by GHLAC, the firms
fully diluted ownership in Iridium is approximately 12%.

As a result of its investment in Iridium the firm has reported cumulative investment gains of
approximately $72.0 million, including approximately $66.0 million in the third quarter of 2009.
Because Iridium is a publicly traded company in which we have a significant investment we are
exposed to significant increases or decreases in our revenues due to changes in Iridiums market
value. Since GHLAC acquired Iridium on September 29, 2009 the share
price of Iridium has ranged between $7.80 and $11.70. The closing price at September 30, 2009 was
$11.41.

Business Environment

Economic and global financial market conditions can materially affect our financial
performance. See the Risk Factors in our Report on Form 10-K filed with the Securities and
Exchange Commission and any updates to such risks discussed in subsequently filed quarterly reports
on Form 10-Q. Net income and revenues in any period may not be indicative of full-year results or
the results of any other period and may vary significantly from year-to-year and
quarter-to-quarter.

Financial advisory revenues were $42.4 million for the three months ended September 30, 2009
compared to $37.0 million for the three months ended September 30, 2008, which represents an
increase of 15%. Financial advisory revenues were $153.0 million for the nine months ended
September 30, 2009 compared to $156.3 million for the nine months ended September 30, 2008, which
represents a decrease of 2%. At the same time, worldwide completed M&A volume decreased by 46%,
from $2,123 billion in the first nine months of 2008 compared to $1,141 billion in the first nine
months of 2009.2

2

Global M&A completed transaction volume for
the nine months ended September 30, 2009 as compared to the nine months ended
September 30, 2008. Source: Thomson Financial as of October 12, 2009.

24

Since July 2007 the financial markets have experienced a sharp contraction in credit
availability and global M&A activity. Recent levels of capital markets volatility and an uncertain
macroeconomic outlook have further contributed to a volatile and uncertain environment for evaluating many assets,
securities and companies, which has created a more difficult environment for M&A activity. There is
considerable uncertainty as to how much longer this difficult economic environment may last,
although the firm agrees with many market participants and observers who have noted the beginning
of a potential upturn in transaction activity. Depending on transaction timing, we believe this
increased activity is likely to impact our revenue more in 2010 and beyond than in the final
quarter of 2009. Because we earn a majority of our financial advisory revenue from fees that are
dependent on the successful completion of a merger, acquisition, restructuring or similar
transaction or the closing of a fund, our financial advisory business has been negatively impacted
and may be further impacted by a reduction in M&A activity. We believe, however, that our simple
business model as an independent, unconflicted adviser, in a period of instability of many of our
larger banking-focused competitors, will create opportunities for us to attract new clients and has
provided us with excellent recruiting opportunities to further expand our industry expertise and
geographic reach.

The firm earned $73.9 million in merchant banking and other revenues in the third quarter of
2009 compared to negative revenues of ($51.9) million in the third quarter of 2008. We recognized
an unrealized investment gain of approximately $66.0 million during the current quarter as a result
of the successful completion of the acquisition of Iridium by our special purpose acquisition
company, GHL Acquisition Corp. In the third quarter of 2008, the firm reversed previously
recognized unrealized merchant banking gains and related accrued profit overrides principally
resulting from mark-to-market gains on two publicly traded energy companies which had been recorded
in the second quarter of 2008.

For the nine months ended September 30, 2009, we earned $79.2 million in merchant banking and
other revenues compared to $12.8 million in the same period of 2008. The increase in merchant
banking revenues for the nine months ended September 30, 2009 resulted principally from the
unrealized gain on the acquisition of Iridium.

Adverse changes in general economic conditions, commodity prices, credit and public equity
markets, including a decline in the share price of Iridium, could impact negatively the amount of
both financial advisory and merchant banking revenue realized by the firm.

Recent Developments

On October 28, 2009, the firm announced that it had agreed to sell to Robert H. Niehaus (or an
entity to be formed by him which we refer to as NewCo) the right to raise subsequent merchant
banking funds, the right to use the track record for the GCP Funds, and portions of the partnership
interests entitled to carried interest allocations for a purchase price of $25.0 million, payable
principally in Greenhill common stock. The firm also agreed to grant NewCo an exclusive license to
use the name Greenhill Capital Partners in connection with certain successor funds to the GCP
Funds. Mr. Niehaus is an executive officer of the firm and the Chairman of Greenhill Capital
Partners. The transaction is expected to close in the fourth quarter of 2009.

Results of Operations

Summary

Our third quarter 2009 revenues of $116.3 million compare with negative revenues of ($14.9)
million for the third quarter of 2008, which represents an increase of $131.2 million. Revenues for
the third quarter of 2008 included the reversal of unrealized mark-to-market merchant banking gains
recognized in the prior quarter on publicly traded energy investments that resulted from a sharp
decline in energy prices during the quarter. On a year to date basis, revenue through September 30,
2009 was $232.2 million, compared to

25

$169.1 million for the comparable period in 2008, representing
an increase of $63.1 million, or 37%. The
increase resulted principally from the increase in merchant banking revenues resulting from
the completion of the acquisition of Iridium by our special purpose acquisition company.

Our third quarter net income of $30.1 million compares with a net loss of ($12.2) million for
the third quarter of 2008. For the nine months ended September 30, 2009, net income was $54.1
million compared to net income of $36.3 million for the comparable period in 2008, which
represented an increase of $17.8 million, or 51%. The increase in net income for both the three and
nine month periods ended September 30, 2009 as compared to the same periods in 2008 was principally
attributable to the improvement in merchant banking revenues.

The firms quarterly revenues and net income can fluctuate materially depending on the number
and size of completed transactions on which it advised, the number and size of merchant banking
gains (or losses) and other factors. Accordingly, the revenues and net income in any particular
period may not be indicative of future results.

Revenues By Source

The following provides a breakdown of our total revenues by source for the three and nine
month periods ended September 30, 2009 and 2008, respectively:

Revenue by Principal Source of Revenue

For the Three Months Ended

September 30, 2009

September 30, 2008

Amount

% of Total

Amount

% of Total

(in millions, unaudited)

Financial advisory fees

$

42.4

36

%

$

37.0

NM

Merchant banking and other revenues

73.9

64

%

(51.9

)

NM

Total revenues

$

116.3

100

%

$

14.9

100

%

For the Nine Months Ended

September 30, 2009

September 30, 2008

Amount

% of Total

Amount

% of Total

(in millions, unaudited)

Financial advisory fees

$

153.0

66

%

$

156.3

92

%

Merchant banking and other revenues

79.2

34

%

12.8

8

%

Total revenues

$

232.2

100

%

$

169.1

100

%

Financial Advisory Revenues

Financial advisory revenues were $42.4 million in of the third quarter of 2009 compared to
$37.0 million in the third quarter of 2008, which represents an increase of 15%. The increase in
our financial advisory fees in the third quarter of 2009 as compared to the same period in 2008
generally reflected an increase in the volume of transaction activity offset in part by a decrease
in the scale of the completed assignments.

For the nine months ended September 30, 2009, advisory revenues were $153.0 million compared
to $156.3 million for the comparable period in 2008, representing a decrease of 2%. The slight
decrease in our advisory revenues in the nine months ended September 30, 2009 as compared to the
same period in the prior year reflected the completion of fewer large transactions offset by an
increase in our client engagement activity in a much slower global M&A market.

The firm earned $73.9 million in merchant banking and other revenues in the third quarter of
2009 compared to negative ($51.9) million in the third quarter of 2008. During the third quarter of
2009 we announced that GHL Acquisition Corp., the special purpose acquisition company sponsored by
the firm, had completed its acquisition of Iridium.

As
a result of the completion of the acquisition of Iridium by GHLAC we
recognized an unrealized investment gain of approximately $66.0 million during the quarter.
Following the planned conversion of the firms convertible note in Iridium, we will own 8,924,016
shares of Iridium common stock and warrants to purchase 4,000,000 additional shares of common stock
of Iridium at $11.50 per share, each of which are restricted from sale for one year from the
acquisition date (or six months in the case of a registered offering). We also recognized
investment gains during the quarter from an increase in the fair market value of investments held
through our merchant banking funds.

In the third quarter of 2008 we reversed previously recognized unrealized merchant banking
gains and related accrued profit overrides of approximately $53.8 million principally resulting
from mark-to-market gains on two publicly traded energy companies which had been recorded in the
second quarter of 2008. During the third quarter of 2009 our merchant banking funds (and the firm)
recognized gains from eight of our portfolio companies and recorded losses on two of our portfolio
companies.

For the nine months ended September 30, 2009, the firm earned $79.2 million in merchant
banking and other revenues compared to $12.8 million in the nine months ended September 30, 2008,
an increase of $66.4 million. The increase in merchant banking and other revenues in the first nine
months of 2009 compared with the same period in 2008 resulted primarily from the unrealized gain on
the firms investment in Iridium offset by lower interest earned on cash balances and a slight
reduction in management fee revenue.

27

On a year to date basis in 2009, our merchant banking funds (and the firm) recognized gains
from ten of our portfolio companies and recorded losses on nine of our portfolio companies.

The values at which our investments are carried on our books are adjusted to fair value at the
end of each quarter based upon a number of factors including the length of time the investments
have been held, the trading price of the shares (in the case of publicly traded securities),
restrictions on transfer and other recognized valuation methodologies. Significant changes in
general economic conditions, stock markets and commodity prices, as well as capital events at the
portfolio companies such as initial public offerings or private sales of securities, may result in
significant movements in the fair value of such investments. Accordingly, any such changes or
capital events may have a material effect, positive or negative, on our revenues and results of
operations. The frequency and timing of such changes or capital events and their impact on our
results are by nature unpredictable and will vary from period to period. See Item 2. Managements
Discussion and Analysis of Financial Condition and Results of Operations  Critical Accounting
Policies and Estimates  Revenue Recognition  Merchant Banking and Other Revenues.

Moreover, the aggregate value of our merchant banking investments may fluctuate depending on
the timing of the investment and liquidation events and the life cycles of each of the funds. For
example, the commitment period for GCP I expired on March 31, 2007, and the investments in GCP I
have been largely sold or otherwise monetized, while the commitments made to GCP II, GCPE and GSAVP
are still in the process of being invested (with approximately 82% of the commitments in GCP II,
39% of the commitments in GCPE, and 48% of the commitments in GSAVP having been drawn down as of
September 30, 2009). The time elapsed between making and monetization of investments in our
merchant banking funds can vary considerably and the fair value of the investments may fluctuate
significantly over that time.

Additionally, because Iridium is a publicly traded company in which we have a significant
investment we are exposed to significant increases or decreases in our revenues due to changes in
Iridiums market value. We are currently restricted from sale of our holdings in Iridium for one
year from the acquisition date (or six months in the case of a registered offering). At September
30, 2009 the carrying value of our investment in Iridium was $102.7 million, discounted for legal
and contractual restrictions on the sale of securities held by the Company.

At September 30, 2009, the firm had principal investments of $178.5 million, including our
investment in Iridium. Of that amount, 17% of our investments related to the financial services
sector, 8% to the energy sector, 17% to other industry sectors and 58% to the investment in
Iridium. We held approximately 96% of our total principal investments in North American companies,
with the remainder in European companies. Our investments in merchant banking companies that became
publicly traded after we first invested in them, including Iridium, represented 66% of our total
principal investments.

In terms of new investment activity in our merchant banking funds, during the third quarter of
2009, our funds invested $5.5 million, 11% of which was firm capital. In the same period in 2008,
our funds invested $106.0 million, 11% of which was firm capital. On a year to date basis in 2009,
our funds invested $14.3 million, 11% of which was firm capital. In the same period in 2008 our
funds invested $134.1 million, 11% of which was firm capital.

The investment gains or losses in our merchant banking and other investment portfolio may
fluctuate significantly over time due to factors beyond our control, such as performance of each
company in our portfolio, equity market valuations, commodity prices and merger and acquisition
opportunities. Revenue recognized from gains (or losses) recorded in any particular period are not
necessarily indicative of revenue that may be realized and/or recognized in future periods.

Operating Expenses

We classify operating expenses as compensation and benefits expense and non-compensation
expenses.

Our total operating expenses for the third quarter of 2009 were $65.0 million, compared to
$4.0 million of total operating expenses for the third quarter of 2008. Total operating expenses in
the third quarter of 2008 were significantly lower than in the same period in 2009 as a result of a reduction in
accrued

28

compensation due to the negative revenue reported in the third quarter of 2008 and is more
fully described below. The pre-tax income margin for the quarter ended September 30, 2009 was 44%.

For the nine months ended September 30, 2009, total operating expenses were $141.3 million,
compared to $111.0 million of total operating expenses for the same period in 2008. The increase of
$30.3 million, or 27%, relates principally to an increase in compensation expense described in more
detail below. The pre-tax income margin for the nine months ended September 30, 2009 was 39%
compared to 34% for the comparable period in 2008.

The following table sets forth information relating to our operating expenses, which are
reported net of reimbursements of certain expenses by our clients and merchant banking portfolio
companies:

For the Three Months

For the Nine Months

Ended September 30,

Ended September 30,

2009

2008

2009

2008

(in millions, unaudited)

Employee compensation and
benefits expense

$

53.2

$

(6.6

)

$

106.8

$

77.9

% of revenues

46

%

NM

46

%

46

%

Non-compensation expense

11.8

10.6

34.5

33.1

% of revenues

10

%

NM

15

%

20

%

Total operating expense

65.0

4.0

141.3

111.0

% of revenues

56

%

NM

61

%

66

%

Total income (loss) before tax

51.4

(18.9

)

90.9

58.2

Pre-tax income margin

44

%

NM

39

%

34

%

Depending on advisory transaction timing and the year-end market values of the firms
investments, we may end the year with a somewhat higher compensation ratio than we have had
historically. If that does occur, the firms objective will be to revert to a historic compensation
ratio as soon as practicable as advisory activity increases.

Compensation and Benefits Expenses

Our employee compensation and benefits expenses in the third quarter of 2009 were $53.2
million, which reflects a 46% ratio of compensation to revenues. This amount compares to negative
($6.6) million for the third quarter of 2008. In the third quarter of 2008 we reversed a portion of
the annual bonus accrual recorded earlier in the year consistent with the negative revenues
reported in that quarter.

For the nine months ended September 30, 2009 and 2008, the ratio of compensation to revenues
remained constant at 46%. Our employee compensation and benefits expenses amounted to $106.8
million for the nine months ended September 30, 2009 compared to $77.9 million of compensation and
benefits expenses for the same period in the prior year. The increase of $28.9 million, or 37%, is
due to higher revenues in the first nine months of 2009 compared to the same period in the prior
year.

Our compensation expense is generally based upon revenue and can fluctuate materially in any
particular quarter depending upon the amount of revenue recognized as well as other factors.
Accordingly, the amount of compensation expense recognized in any particular period may not be
indicative of compensation expense in a future period.

Our non-compensation expenses were $11.8 million in the third quarter of 2009, compared to
$10.6 million in the third quarter of 2008, representing an increase of 11%. The increase is
principally related to higher professional and recruitment fees offset by lower interest expense due to lower average
borrowings outstanding.

29

For the first nine months of 2009, our non-compensation expenses were $34.5 million, compared
to $33.1 million in the first nine months of 2008, representing an increase of 4%. The increase is
principally related to higher professional fees, recruitment fees related to the hiring of new
personnel, and the absence of foreign currency gains, partially offset by decreased interest
expense due to lower average borrowings outstanding and slightly lower borrowing rates.

Non-compensation expenses as a percentage of revenues in the three months ended September 30,
2009 were 10%. Non-compensation expenses as a percentage of revenues in the nine months ended
September 30, 2009 were 15% compared to 20% for the same period in the prior year. The decrease in
non-compensation expenses as a percentage of revenues in the nine months ended September 30, 2009
compared to the same period in the prior year reflects a slightly higher amount of expenses spread
over significantly higher revenues.

The firms non-compensation expenses as a percentage of revenue can vary as a result of a
variety of factors including fluctuation in revenue amounts, the amount of recruiting and business
development activity, the amount of reimbursement of engagement-related expenses by clients, the
amount of short term borrowings, interest rate and currency movements and other factors.
Accordingly, the non-compensation expenses as a percentage of revenue in any particular period may
not be indicative of the non-compensation expenses as a percentage of revenue in future periods.

Provision for Income Taxes

The provision for taxes in the third quarter of 2009 was $21.3 million, which reflects an
effective tax rate of 41%. This compares to an income tax benefit in the third quarter of 2008 of
$6.7 million. The effective tax rate for the third quarter of 2009 is higher than our historical
average rate due to a greater proportion of our income being earned in higher tax rate
jurisdictions during the period.

For the nine months ended September 30, 2009, the provision for taxes was $36.8 million, which
reflects an effective tax rate of 41%. This compares to a provision for taxes for the nine months
ended September 30, 2008 of $21.9 million, which reflects an effective tax rate of 38% for the
period. The increase in the provision for taxes in the year to date period in 2009 as compared to
the same period in 2008 is due to higher pre-tax income and a higher effective tax rate due to a
greater proportion of our income being earned in higher tax rate jurisdictions during 2009.

The effective tax rate can fluctuate as a result of variations in the relative amounts of
financial advisory and merchant banking income earned in the tax jurisdictions in which the firm
operates and invests. Accordingly, the effective tax rate in any particular period may not be
indicative of the effective tax rate in future periods.

Liquidity and Capital Resources

Our liquidity position is monitored by our Management Committee, which generally meets
monthly. The Management Committee monitors cash, other significant working capital assets and
liabilities, debt, principal investment commitments and other matters relating to liquidity
requirements. As cash accumulates it is invested in short term investments expected to provide
significant liquidity.

We generate cash from both our operating activities in the form of financial advisory fees and
asset management fees and our merchant banking and other principal investments in the form of
distributions of investment proceeds, in the case of our merchant banking investments, and profit
overrides. We use our cash primarily for operating purposes, compensation of our employees, payment
of income taxes, investments in merchant banking funds, payment of dividends, repurchase of shares
of our stock and leasehold improvements.

30

Because a portion of the compensation we pay to our employees is distributed in annual bonus
awards in February of each year, our net cash balance is generally at its lowest level during the
first quarter and accumulates throughout the remainder of the year. In general, we collect our
accounts receivable within 60 days except for certain restructuring transactions where collections
may take longer due to court-ordered holdbacks and fees generated through our fund placement
advisory services, which are generally paid in installments over a period of two years. Our
liabilities typically consist of accounts payable, which are generally paid monthly, accrued
compensation, which includes accrued cash bonuses that are paid in the first quarter of the
following year to the large majority of our employees, and taxes payable. In February 2009, cash
bonuses of $18.6 million relating to 2008 compensation were paid to our employees. In addition, we
paid $11.6 million in early 2009 related to income taxes owed for the year ended December 31, 2008.

Since our initial public offering we have used a portion of our cash reserves to repurchase
shares of our common stock, pay dividends and make investments in our merchant banking funds. Our
commitments to our merchant banking funds may require us to fund capital calls on short notice. On
the other hand, distributions from our merchant banking funds are generally made shortly after
proceeds are received by the funds. We are unable to predict the timing or magnitude of share
repurchases, capital calls or distribution of investment proceeds.

Our merchant banking funds typically invest in privately held companies. The ability of our
merchant banking funds to sell or dispose of the securities they own depends on a number of factors
beyond the control of the funds, including general economic and sector conditions, stock market
conditions, commodity prices, and the availability of financing to potential buyers of such
securities, among other issues. As a result we consider our investments illiquid for the short
term. Similarly, our investment in Iridium, is restricted from sale for one year from the
acquisition date (or six months in the case of a registered offering) and our ability to sell those
securities is subject to factors such as general economic, sector and stock market conditions which
we cannot control. However, following the lapse of the resale restrictions dependent upon market
conditions it is our intention to monetize our position in a disciplined manner over time.

As of September 30, 2009, we had total commitments (not reflected on our balance sheet)
relating to future principal investments in GCP II, GSAVP and GCP Europe and other merchant banking
activities of $47.6 million. These commitments, which may not be drawn down in full, are expected
to be drawn on from time to time and be substantially invested over a period of up to five years
from the relevant commitment dates.

To provide for working capital needs, facilitate the funding of merchant banking investments
and other general corporate purposes we retain a $90.0 million revolving bank loan facility.
Borrowings under the facility are secured by all management fees earned by Greenhill Capital
Partners, LLC and Greenhill Venture Partners, LLC and any cash distributed in respect of their
partnership interests in GCP I, GCP II and GSAVP, as applicable. Interest on borrowings is based on
the higher of Prime Rate or 4.00%. The revolving bank loan facility has a term of twelve months and
matures on December 31, 2009. We are currently in discussions with the lender to extend the term of
our facility. At September 30, 2009, $33.6 million of borrowings were outstanding on the loan
facility and we were compliant with all loan covenants.

During the nine months ended September 30, 2009, the firm is deemed to have repurchased
129,708 shares of its common stock at an average price of $68.53 per share as a result of the
payment of tax liabilities in respect of stock delivered to its employees in settlement of
restricted stock units.

We evaluate our cash operating position on a regular basis in light of current market
conditions. Our recurring monthly operating disbursements consist of base compensation expense and
other operating expenses, which principally include rent and occupancy, information services,
professional fees, travel and entertainment and other general expenses. Our recurring quarterly and
annual disbursements consist of tax payments, dividend distributions and cash bonus payments. These
amounts vary depending upon our profitability and other factors. We incur non-recurring
disbursements for our investments in our merchant banking funds and other principal payments,
leasehold improvements and share repurchases. While we believe that the cash generated from
operations and funds available from the revolving bank loan facility

31

will be sufficient to meet our expected operating needs, commitments to our merchant banking
activities, build-out costs of new office space, tax obligations, share repurchases and common
dividends, we may adjust our variable expenses and non-recurring disbursements, if necessary, to
meet our liquidity needs. In the event that our needs for liquidity should increase further as we
expand our business, we may consider a range of financing alternatives to meet any such needs.

Cash Flows

In the first nine months of 2009, our cash and cash equivalents decreased by $4.3 million from
December 31, 2008. We generated $39.6 million in operating activities, including $18.9 million from
net income after giving effect to the non-cash items and a net increase in working capital of $20.7
million (principally from a decrease in accounts receivable, and increases in accrued compensation
payable and deferred taxes payable). We used $3.9 million in investing activities, including $6.6
million in new investments in our merchant banking funds and other investments and $2.8 million for
the build-out of new office space, partially offset by distributions from investments of $5.5
million. We used $42.0 million for financing activities, including $8.9 million for the repurchase
of our common stock from employees in conjunction with the payment of tax liabilities in settlement
of vested restricted stock units and $41.7 million for the payment of dividends, partially offset
by $7.1 million of net borrowing from our revolving loan facility.

In the first nine months of 2008, our cash and cash equivalents decreased by $121.4 million
from December 31, 2007. We used $34.9 million in operating activities, including $69.2 million from
net income after giving effect to the non-cash items, offset by a net decrease in working capital
of $104.1 million (principally from the payments of year-end bonuses and taxes). We used $13.8
million in investing activities, including $40.6 million in new investments in our merchant banking
funds and other investments and $2.1 million which was used for equipment purchases and leasehold
improvements, partially offset by $17.7 million related to distributions received from our merchant
banking investments and proceeds of $11.2 million from the sale of investments. We used $66.0
million for financing activities, including $5.3 million for the net borrowings from our revolving
loan facility, $21.6 million for the repurchase of our common stock, $39.0 million for the payment
of dividends and $1.4 million for the repayment of prior undistributed earnings to GCIs U.K.
members.

Market Risk

We limit our investments to (1) short term cash investments, which we believe do not face any
material interest rate risk, equity price risk or other market risk and (2) principal investments
made in GCP, GSAVP, GCP Europe and other merchant banking funds, Iridium and other investments.

We maintain our cash and cash equivalents with financial institutions with high credit
ratings. We may maintain deposits in federally insured financial institutions in excess of
federally insured (FDIC) limits and in institutions in which deposits are not insured. However,
management believes that the firm is not exposed to significant credit risk due to the financial
position of the depository institutions in which those deposits are held. We monitor the quality of
these investments on a regular basis and may choose to diversify such investments to mitigate
perceived market risk. Our short term cash investments are primarily denominated in U.S. dollars,
Canadian dollars, pound sterling and euros, and we face modest foreign currency risk in our cash
balances held in accounts outside the United States due to potential currency movements and the
associated foreign currency translation accounting requirements. To the extent that the cash
balances in local currency exceed our short term obligations, we may hedge our foreign currency
exposure.

With regard to our principal investments (including, to the extent applicable, our portion of
any profit overrides earned on such investments), we face exposure to changes in the estimated fair
value of the companies in which we and our merchant banking funds invest, which historically has
been volatile. Significant changes in the public equity markets may have a material effect on our
results of operations. Volatility in the general equity markets would impact our operations
primarily because of changes in the fair value of our merchant banking or principal investments
that are publicly traded securities. Volatility in the availability of credit would impact our
operations primarily because of changes in the fair value of

32

merchant banking or principal investments that rely upon a portion of leverage to operate. We
have analyzed our potential exposure to general equity market risk by performing sensitivity
analyses on those investments held by us and in our merchant banking funds which consist of
publicly traded securities. This analysis showed that if we assume that at September 30, 2009, the
market prices of all public securities, including Iridium, were 10% lower, the impact on our
operations would be a decrease in revenues of $11.8 million. We meet on a quarterly basis to
determine the fair value of the investments held in our merchant banking portfolio and to discuss
the risks associated with those investments. The respective Investment Committees manage the risks
associated with the merchant banking portfolio by closely monitoring and managing the types of
investments made as well as the monetization and realization of existing investments.

In addition, the reported amounts of our revenues may be affected principally by movements in
the rate of exchange between the euro, pound sterling and Canadian dollar (in which collectively
17% of our revenues for the nine months ended September 30, 2009 were denominated) and the dollar,
in which our financial statements are denominated. We do not currently hedge against movements in
these exchange rates. We analyzed our potential exposure to a decline in exchange rates by
performing a sensitivity analysis on our net income. Because of the strengthening in value of the
dollar, on weighted average basis, relative to the pound sterling and euro over the first nine
months of 2009 as compared to the same period in 2008, our earnings in the first nine months of
2009 were lower than they would have been in the same period in the prior year had the value of the
dollar relative to those other currencies remained constant. However, we do not believe we face any
material risk in this respect.

Critical Accounting Policies and Estimates

We believe that the following discussion addresses Greenhills most critical accounting
policies, which are those that are most important to the presentation of our financial condition
and results of operations and require managements most difficult, subjective and complex
judgments.

Basis of Financial Information

Our condensed consolidated financial statements are prepared in conformity with accounting
principles generally accepted in the United States, which require management to make estimates and
assumptions regarding future events that affect the amounts reported in our financial statements
and related footnotes, including investment valuations, compensation accruals and other matters. We
believe that the estimates used in preparing our condensed consolidated financial statements are
reasonable and prudent. Actual results could differ materially from those estimates. Certain
reclassifications have been made to prior period information to conform to current period
presentation.

The condensed consolidated financial statements of the firm include all consolidated accounts
and Greenhill & Co., Inc. and all other entities in which we have a controlling interest, including
Greenhill & Co. International LLP, Greenhill & Co Europe LLP and Greenhill Capital Partners Europe
LLP, after eliminations of all significant inter-company accounts and transactions. In accordance
with the accounting pronouncements on the consolidation of variable interest entities, the firm
consolidates the general partners of our merchant banking funds in which we have a majority of the
economic interest. The general partners account for their investments in their merchant banking
funds under the equity method of accounting. As such, the general partners record their
proportionate share of income (loss) from the underlying merchant banking funds. As the merchant
banking funds follow investment company accounting and generally record all their assets and
liabilities at fair value, the general partners investment in merchant banking funds represent an
estimation of fair value. The firm does not consolidate the merchant banking funds since the firm,
through its general partner and limited partner interests, does not have a majority of the economic
interest in such funds and the limited
partners have certain rights to remove the general partner by a simple majority of unaffiliated third-party
investors.

33

Noncontrolling Interests

Effective January 1, 2009, the firm recorded the noncontrolling interests of other
consolidated entities as equity (as opposed to as a liability or mezzanine equity) in the condensed
consolidated statements of financial condition. Additionally, the condensed consolidated statements
of income separately present income allocated to both noncontrolling interests and common
stockholders. The firm has revised its prior period presentation, as required, to conform to this
new pronouncement.

The portion of the consolidated interests in the general partners of our merchant banking
funds, which are held directly by employees of the firm, are represented as noncontrolling
interests in equity.

Revenue Recognition

Financial Advisory Fees

We recognize financial advisory fee revenue for mergers and acquisitions or financing advisory
and restructuring engagements when the services related to the underlying transactions are
completed in accordance with the terms of the engagement letter. The firm recognizes fund placement
advisory fees at the time of the clients acceptance of capital or capital commitments in
accordance with the terms of the engagement letter. Retainer fees are recognized as financial
advisory fee revenue over the period in which the related service is rendered.

Our clients reimburse certain expenses incurred by us in the conduct of financial advisory
engagements. Expenses are reported net of such client reimbursements.

Management fees earned from the firms merchant banking activities are recognized over the
period of related service.

We recognize revenue on investments in merchant banking funds based on our allocable share of
realized and unrealized gains (or losses) reported by such funds. Investments held by merchant
banking funds are recorded at estimated fair value. The value of merchant banking fund investments
in privately held companies is determined by the general partner of the fund after giving
consideration to the cost of the security, the pricing of other sales of securities by the
portfolio company, the price of securities of other companies comparable to the portfolio company,
purchase multiples paid in other comparable third-party transactions, the original purchase price
multiple, market conditions, liquidity, operating results and other qualitative and quantitative
factors. Discounts may be applied to the funds privately held investments to reflect the lack of
liquidity and other transfer restrictions. Investments held by the merchant banking funds as well
as those held by us in publicly traded securities are valued using quoted market prices discounted
for any legal or contractual restrictions on sale. Because of the inherent uncertainty of
valuations as well as the discounts applied, the estimated fair values of investments in privately
held companies may differ significantly from the values that would have been used had a ready
market for the securities existed. The values at which our investments are carried on our books are
adjusted to estimated fair value at the end of each quarter and the volatility in general economic
conditions, stock markets and commodity prices may result in significant changes in the estimated
fair value of the investments.

We recognize merchant banking profit overrides when certain financial returns are achieved
over the life of the fund. Profit overrides are generally calculated as a percentage of the profits
over a specified threshold earned by each fund on investments managed on behalf of unaffiliated
investors for GCP I and principally all investors except the firm in GCP II, GCP Europe and GSAVP.
The profit overrides earned by the firm are recognized on an accrual basis throughout the year in
accordance with Method 2 of EITF Issue No. D-96, Accounting for Management Fees Based on a
Formula (EITF D-96). In accordance with Method 2 of EITF D-96 the firm records as revenue the
amount that would be due pursuant to the fund

34

agreements at each period end as if the fund agreements were terminated at that date.
Overrides are generally calculated on a deal-by-deal basis but are subject to investment
performance over the life of each merchant banking fund. We may be required to repay a portion of
the overrides paid to the limited partners of the funds in the event a minimum performance level is
not achieved by the fund as a whole (we refer to these potential repayments as clawbacks). We
would be required to establish a reserve for potential clawbacks if we were to determine that the
likelihood of a clawback is probable and the amount of the clawback can be reasonably estimated. As
of September 30, 2009, we have not reserved for any clawback obligations under applicable fund
agreements.

Investments

The firms investments in merchant banking funds are recorded under the equity method of
accounting based upon the firms proportionate share of the fair value of the underlying merchant
banking funds net assets. The firms other investments, which consider the firms influence or
control of the investee, are recorded under the equity method of accounting based upon the firms
proportionate share of the investees net assets, or at estimated fair value as described below.

Restricted Stock Units

The firm accounts for its share-based compensation payments under which the fair value of
restricted stock units granted to employees with future service requirements is recorded as
compensation expense and generally amortized over a five-year service period following the date of
grant. Compensation expense is determined at the date of grant. As the firm expenses the awards,
the restricted stock units recognized are recorded within equity. The restricted stock units are
reclassed into common stock and additional paid-in capital upon vesting. The firm records dividend
equivalent payments, net of estimated forfeitures, on outstanding restricted stock units as a
dividend payment and a charge to equity.

Earnings per Share

The firm calculates basic earnings per share (''EPS) by dividing net income allocated to
common stockholders by the weighted average number of shares outstanding for the period. Diluted
EPS includes the determinants of basic EPS plus the dilutive effect of the common stock deliverable
pursuant to restricted stock units for which future service is required as a condition to the
delivery of the underlying common stock.

Effective on January 1, 2009, the firm adopted the accounting guidance for determining whether
instruments granted in share based payment transactions are participating securities. Under that
guidance the firm evaluated whether instruments granted in share-based payment transactions are
participating securities prior to vesting and therefore need to be included in the earnings
allocation in calculating EPS. Additionally, the two-class method requires unvested share-based
payment awards that have non-forfeitable rights to dividend or dividend equivalents to be treated
as a separate class of securities in calculating earnings per share. The adoption of this
pronouncement did not have a material effect in calculating earnings per share.

Provision for Taxes

The firm accounts for taxes in accordance with the Financial Accounting Standards Board
(FASB) Accounting Standards Codification (ASC), Income Taxes (Topic 740), which requires
the recognition of tax benefits or expenses on the temporary differences between the financial
reporting and tax bases of its assets and liabilities.

Cash Equivalents

The firm considers all highly liquid investments with a maturity date of three months or less,
when purchased, to be cash equivalents. At September 30, 2009 and December 31, 2008, the carrying
value of the firms cash equivalents approximated fair value. Cash equivalents primarily consist of
money market funds and overnight deposits.

35

The firm maintains its cash and cash equivalents with financial institutions with high credit
ratings. The firm maintains deposits in federally insured financial institutions in excess of
federally insured (FDIC) limits and in institutions in which deposits are not insured. However,
management believes that the firm is not exposed to significant credit risk due to the financial
position of the depository institutions in which those deposits are held.

Financial Instruments and Fair Value

The firm adopted the provisions of FASB ASC, Fair Value Measurements and Disclosures (Topic
820), as of January 1, 2008. FASB ASC Topic 820 establishes a fair value hierarchy that
prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the
highest priority to unadjusted quoted prices in active markets for identical assets or liabilities
(level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The
three levels of the fair value hierarchy under the pronouncement are described below:

Basis of Fair Value Measurement

Level 1  Unadjusted quoted prices in active markets that are accessible at the measurement
date for identical, unrestricted assets or liabilities;

Level 2  Quoted prices in markets that are not active or financial instruments for which
all significant inputs are observable, either directly or indirectly;

Level 3  Prices or valuations that require inputs that are both significant to the fair
value measurement and unobservable.

A financial instruments level within the fair value hierarchy is based on the lowest level of
any input that is significant to the fair value measurement. In determining the appropriate levels,
the firm performs a detailed analysis of the assets and liabilities that are subject to FASB ASC
Topic 820. At each reporting period, all assets and liabilities for which the fair value
measurement is based on significant unobservable inputs or instruments which trade infrequently and
therefore have little or no price transparency are classified as Level 3.

Derivative Instruments

The firm accounts for the warrants, which were obtained in connection with its investment in
the Iridium, under the guidance for accounting for derivative instruments and hedging activities.
In accordance with that guidance the firm records the warrants at estimated fair value in the
condensed consolidated statement of financial condition with changes in estimated fair value during
the period recorded in merchant banking revenue in the condensed consolidated statement of income.

Accounting Developments

In May 2009, the FASB issued a new guidance standard that provides guidance on managements
assessment of subsequent events. The standard is effective prospectively for interim and annual
periods ending after June 15, 2009. The implementation of this standard did not have a material
impact on the firms consolidated financial position and results of operations.

In June 2009, the FASB issued an amendment to the accounting and disclosure requirements for
the consolidation of variable interest entities. The guidance affects the overall consolidation
analysis and requires enhanced disclosures on involvement with variable interest entities. The
guidance is effective for fiscal years beginning after November 15, 2009. The firm is currently
assessing the impact of the guidance on its condensed consolidated financial statements.

Appendix B of the Statement. The FASB will no longer issue new standards in the form of Statements,
FASB Staff Positions, or Emerging Issues Task Force Abstracts; instead the FASB will issue
Accounting Standards Updates. Accounting Standards Updates will not be authoritative in their own
right as they will only serve to update the Codification. These changes and the Codification itself
do not change GAAP. Other than the manner in which new accounting guidance is referenced, the
adoption of these changes had no impact on the condensed consolidated financial statements.

In September 2009, the FASB issued ASU No. 2009-12, Fair Value Measurements and Disclosures
(Topic 820), Investments in Certain Entities that Calculate Net Asset Value per Share (or Its
Equivalent). This Accounting Standards Update amends Subtopic 820-10, Fair Value Measurements and
Disclosures and provides guidance on the fair value measurement of investments in certain entities
that calculate net asset value per share (or its equivalent). The firm is currently assessing the
impact of the guidance on its condensed consolidated financial statements.

In October 2009, the FASB issued amendments to the accounting and disclosure for revenue
recognition. These amendments, effective for fiscal years beginning on or after June 15, 2010
(early adoption is permitted), modify the criteria for recognizing revenue in multiple element
arrangements and the scope of what constitutes a non-software deliverable. The firm is currently
assessing the impact of the guidance on its condensed consolidated financial statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We do not believe we face any material interest rate risk, foreign currency exchange risk,
equity price risk or other market risk. See Item 2. Managements Discussion and Analysis of
Financial Condition and Results of Operations  Market Risk above for a discussion of market
risks.

Item 4. Controls and Procedures

Under the supervision and with the participation of the firms management, including our
Co-Chief Executive Officers and Chief Financial Officer, we conducted an evaluation of the
effectiveness of the firms disclosure controls and procedures (as defined in Rule 13a-15(e) of the
Securities Exchange Act of 1934, as amended (the Exchange Act)). Based upon this evaluation,
our Co-Chief Executive Officers and Chief Financial Officer concluded that our disclosure controls
and procedures were effective as of the end of the period covered by this report.

No change in the firms internal control over financial reporting (as defined in Rule
13a-15(f) and 15d-15(f) of the Exchange Act) occurred during the period covered by this report that
materially affected, or is reasonably likely to materially affect, the firms internal control over
financial reporting.

37

Part II  Other Information

Item 1. Legal Proceedings

From time to time, in the ordinary course of our business, we are involved in lawsuits,
claims, audits, investigations and employment disputes, the outcome of which, in the opinion of the
firms management, will not have a material adverse effect on our financial position, cash flows or
results of operations.

Item 1A: Risk Factors

There have been no material changes in our risk factors from those disclosed in our 2008
Annual Report on Form 10-K.

Item 2: Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Submission of Matters to a Vote of Security Holders

None.

Item 5. Other Information

None.

38

Item 6. Exhibits

EXHIBIT INDEX

Exhibit

Number

Description

2.1

Reorganization Agreement and Plan of Merger of Greenhill &
Co. Holdings, LLC (incorporated by reference to Exhibit 2.1
to the Registrants registration statement on Form S-1/A
(No. 333-113526) filed on April 30, 2004).

3.1

Amended and Restated Certificate of Incorporation
(incorporated by reference to Exhibit 3.1 to the
Registrants Current Report on Form 8-K filed on October
29, 2007).

3.2

Amended and Restated By-Laws (incorporated by reference to
Exhibit 3.2 to the Registrants registration statement on
Form S-1/A (No. 333-113526) filed on May 5, 2004).

4.1

Form of Common Stock Certificate (incorporated by reference
to Exhibit 4.1 to the Registrants registration statement
on Form S-1/A (No. 333-113526) filed on April 30, 2004).

10.1

Form of Greenhill & Co, Inc. Transfer Rights Agreement
(incorporated by reference to Exhibit 10.1 to the
Registrants registration statement on Form S-1/A (No.
333-113526) filed on April 30, 2004).

10.2

Form of Greenhill & Co., Inc. Employment, Non-Competition
and Pledge Agreement (incorporated by reference to Exhibit
10.2 to the Registrants registration statement on Form
S-1/A (No. 333-113526) filed on April 20, 2004).

10.4

Form of U.K. Non-Competition and Pledge Agreement
(incorporated by reference to Exhibit 10.4 to the
Registrants registration statement on Form S-1/A (No.
333-113526) filed on April 20, 2004).

10.5

Equity Incentive Plan (incorporated by reference to Exhibit
10.5 to the Registrants registration statement on Form
S-1/A (No. 333-113526) filed on April 20, 2004).

10.6

Form of Indemnification Agreement (incorporated by
reference to Exhibit 10.6 to the Registrants registration
statement on Form S-1/A (No. 333-113526) filed on April 30,
2004).

10.7

Tax Indemnification Agreement (incorporated by reference to
Exhibit 10.7 to the Registrants registration statement on
Form S-1/A (No. 333-113526) filed on April 20, 2004).

10.8

Loan Agreement (Line of Credit) dated as of December 31,
2003 between First Republic Bank and Greenhill & Co.
Holdings, LLC (incorporated by reference to Exhibit 10.8 to
the Registrants registration statement on Form S-1/A (No.
333-113526) filed on April 20, 2004).

10.9

Security Agreement dated as of December 31, 2003 between
Greenhill Fund Management Co., LLC and First Republic Bank
(incorporated by reference to Exhibit 10.9 to the
Registrants registration statement on Form S-1/A (No.
333-113526) filed on April 20, 2004).

10.10

Agreement for Lease dated February 18, 2000 between TST 300
Park, L.P. and Greenhill & Co., LLC (incorporated by
reference to Exhibit 10.10 to the Registrants registration
statement on Form S-1/A (No. 333-113526) filed on April 30,
2004).

39

Exhibit

Number

Description

10.11

First Amendment of Lease dated June 15, 2000 between TST
300 Park, L.P. and Greenhill & Co., LLC (incorporated by
reference to Exhibit 10.11 to the Registrants registration
statement on Form S-1/A (No. 333-113526) filed on April 30,
2004).

10.12

Agreement for Lease dated April 21, 2000 between TST 300
Park, L.P. and McCarter & English, LLP (incorporated by
reference to Exhibit 10.12 to the Registrants registration
statement on Form S-1/A (No. 333-113526) filed on April 30,
2004).

10.13

Assignment and Assumption of Lease dated October 3, 2003
between McCarter & English, LLP and Greenhill & Co., LLC
(incorporated by reference to Exhibit 10.13 to the
Registrants registration statement on Form S-1/A (No.
333-113526) filed on April 30, 2004).

10.14

Sublease Agreement dated January 1, 2004 between Greenhill
Aviation Co., LLC and Riversville Aircraft Corporation
(incorporated by reference to Exhibit 10.14 to the
Registrants registration statement on Form S-1/A (No.
333-113526) filed on April 30, 2004).

10.15

Agreement of Limited Partnership of GCP, L.P. dated as of
June 29, 2000 (incorporated by reference to Exhibit 10.15
to the Registrants registration statement on Form S-1/A
(No. 333-113526) filed on April 30, 2004).

10.16

GCP, LLC Limited Liability Company Agreement dated as of
June 27, 2000 (incorporated by reference to Exhibit 10.16
to the Registrants registration statement on Form S-1/A
(No. 333-113526) filed on April 30, 2004).

10.17

Amended and Restated Agreement of Limited Partnership of
Greenhill Capital, L.P., dated as of June 30, 2000
(incorporated by reference to Exhibit 10.17 to the
Registrants registration statement on Form S-1/A (No.
333-113526) filed on April 30, 2004).

10.18

Amendment to the Amended and Restated Agreement of Limited
Partnership of Greenhill Capital, L.P. dated as of May 31,
2004 (incorporated by reference to Exhibit 10.18 to the
Registrants registration statement on Form S-1/A (No.
333-113526) filed on April 30, 2004).

10.19

Amended and Restated Agreement of Limited Partnership of
GCP Managing Partner, L.P. dated as of May 31, 2004
(incorporated by reference to Exhibit 10.19 to the
Registrants registration statement on Form S-1/A (No.
333-113526) filed on April 30, 2004).

10.20

Form of Assignment and Subscription Agreement dated as of
January 1, 2004 (incorporated by reference to Exhibit 10.20
to the Registrants registration statement on Form S-1/A
(No. 333-113526) filed on April 30, 2004).

10.21

Form of Greenhill & Co., Inc Equity Incentive Plan
Restricted Stock Unit Award Notification  Five Year
Ratable Vesting (incorporated by reference to Exhibit 10.21
to the Registrants Quarterly Report on Form 10-Q for the
period ended September 30, 2004).

10.22

Form of Greenhill & Co., Inc Equity Incentive Plan
Restricted Stock Unit Award Notification  Five Year Cliff
Vesting (incorporated by reference to Exhibit 10.22 to the
Registrants Quarterly Report on Form 10-Q for the period
ended September 30, 2004).

40

Exhibit

Number

Description

10.23

Form of Greenhill & Co., Inc. Equity Incentive Plan
Restricted Stock Unit Award Notification  Five Year
Ratable Vesting (incorporated by reference to Exhibit 10.23
to the Registrants registration statement on Form S-1/A
(No. 333-112526) filed on April 30, 2004).

10.24

Form of Greenhill & Co., Inc. Equity Incentive Plan
Restricted Stock Unit Award Notification  Five Year Cliff
Vesting (incorporated by reference to Exhibit 10.24 to the
Registrants registration statement on Form S-1/A (No.
333-112526) filed on April 30, 2004).

10.25

Amended and Restated Agreement of Limited Partnership of
Greenhill Capital Partners (Employees) II, L.P. dated as of
March 31, 2005 (incorporated by reference to Exhibit 99.2
of the Registrants report on Form 8-K filed on April 5,
2005).

10.26

Amended and Restated Agreement of Limited Partnership of
GCP Managing Partner II, L.P. dated as of March 31, 2005
(incorporated by reference to Exhibit 99.3 of the
Registrants Current Report on Form 8-K filed on April 5,
2005).

10.27

Form of Agreement for Sublease by and between Wilmer,
Cutler, Pickering, Hale & Dorr LLP and Greenhill & Co.,
Inc. (incorporated by reference to Exhibit 10.27 to the
Registrants Quarterly Report on Form 10-Q for the period
ended June 30, 2005).

10.28

Form of Greenhill & Co. Equity Incentive Plan Restricted
Stock Award Notification  Five Year Ratable Vesting
(incorporated by reference to Exhibit 10.28 to the
Registrants Quarterly Report on Form 10-Q for the period
ended September 30, 2005).

10.29

Form of Senior Advisor Employment and Non-Competition
Agreement (incorporated by reference to Exhibit 10.29 to
the Registrants Quarterly Report on Form 10-Q for the
period ended September 30, 2005).

10.30

Form of Agreement for the Sale of the 7th Floor,
Lansdowne House, Berkeley Square, London, among Pillar
Property Group Limited, Greenhill & Co. International LLP,
Greenhill & Co., Inc. and Union Property Holdings (London)
Limited (incorporated by reference to Exhibit 10.30 to the
Registrants Annual Report on Form 10-K for the fiscal year
ended December 31, 2005).

10.31

Loan Agreement dated as of January 31, 2006 by and between
First Republic Bank and Greenhill & Co., Inc. (incorporated
by reference to Exhibit 10.31 to the Registrants Annual
Report on Form 10-K for the fiscal year ended December 31,
2005).

10.32

Form of Agreement of Limited Partnership of GSAV
(Associates), L.P. (incorporated by reference to Exhibit
10.35 to the Registrants Quarterly Report on Form 10-Q for
the period ended March 31, 2006).

10.33

Form of Agreement of Limited Partnership of GSAV GP, L.P.
(incorporated by reference to Exhibit 10.35 to the
Registrants Quarterly Report on Form 10-Q for the period
ended March 31, 2006).

41

Exhibit

Number

Description

10.34

Form of First Modification Agreement by and between First
Republic Bank and Greenhill & Co., Inc. (incorporated by
reference to Exhibit 10.34 to the Registrants Annual
Report on Form 10-K for the fiscal year ended December 31,
2006).

10.35

Form of Second Modification Agreement by and between First
Republic Bank and Greenhill & Co., Inc. (incorporated by
reference to Exhibit 10.35 to the Registrants Quarterly
Report on Form 10-Q for the period ended March 31, 2007).

10.36

Form of Third Modification Agreement by and between First
Republic Bank and Greenhill & Co., Inc. (incorporated by
reference to Exhibit 10.36 to the Registrants Quarterly
Report on Form 10-Q for the period ended June 30, 2007).

10.37

Form of Third-Party Security Agreement (Management and
Advisory Fees) by and between Greenhill Capital Partners,
LLC and First Republic Bank (incorporated by reference to
Exhibit 10.37 to the Registrants Quarterly Report on Form
10-Q for the period ended June 30, 2007).

10.38

Form of Amended and Restated Limited Partnership Agreement
for Greenhill Capital Partners Europe (Employees), L.P.
(incorporated by reference to Exhibit 10.38 to the
Registrants Quarterly Report on Form 10-Q for the period
ended June 30, 2007).

10.39

Form of Amended and Restated Limited Partnership Agreement
for GCP Europe General Partnership L.P. (incorporated by
reference to Exhibit 10.39 to the Registrants Quarterly
Report on Form 10-Q for the period ended June 30, 2007).

10.40

Form of Fourth Modification Agreement by and between First
Republic Bank and Greenhill & Co., Inc. (incorporated by
reference to Exhibit 10.40 to the Registrants Annual
Report on Form 10-K for the year ended December 31, 2007).

10.41

Form of Third-Party Security Agreement (Management and
Advisory Fees) by and between Greenhill Venture Partners,
LLC and First Republic Bank (incorporated by reference to
Exhibit 10.41 to the Registrants Annual Report on Form
10-K for the year ended December 31, 2007).

10.42

Form of Reaffirmation of and Amendment to Form of
Third-Party Security Agreement (Management and Advisory
Fees) by and between Greenhill Capital Partners, LLC and
First Republic Bank (incorporated by reference to Exhibit
10.42 to the Registrants Annual Report on Form 10-K for
the year ended December 31, 2007).

10.43

Amended and Restated Equity Incentive Plan (incorporated by
reference to Exhibit 10.43 to the Registrants Quarterly
Report on Form 10-Q for the period ending March 31, 2008).

Site Links

Based on public records. Inadvertent errors are possible. Getfilings.com does not guarantee the accuracy or timeliness of any information on this site. Use at your own risk.
This website is not associated with the SEC.